ANNEX A
“Qualified Institutional Buyer”
means:
(1) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a)
Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);
Note: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940
(the “Investment Company Act”), which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be
a purchase for the account of such insurance company.
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”)
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;
(d) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees;
(e) Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974;
(f) Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(D) or (E) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans;
(g) Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (the “Investment Advisers
Act”);
(h) Any organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation (other than a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution referenced in Section
3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan
association or equivalent institution), partnership, or Massachusetts or similar
business trust;
(i) Any
investment adviser registered under the Investment Advisers Act; and
(j)
Any institutional accredited investor, as defined in rule 501(a) under the Securities Act, of a type not listed in subparagraphs (A) through (I) or paragraphs
(1)(ii) through (vi);
(ii)
Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts
of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant
in a public offering shall not be deemed to be owned by such dealer;
(iii)
Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;
Note: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a qualified institutional buyer without itself having to be a
qualified institutional buyer.
(iv)
Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is
part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the
investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under
the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have
the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this section:
(a)
Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and
(b)
Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent,
or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);
(v)
Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and
(vi)
Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified
institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with
it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months
preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for
a foreign bank or savings and loan association or equivalent institution.
(2)
In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be
excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement;
and currency, interest rate and commodity swaps.
(3)
The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports
its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has
been published. In the latter event, the securities may be valued at market for purposes of this section.
(4)
In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the
consolidated financial statements of another enterprise.
(5)
For purposes of this section, “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous
offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.
(6)
For purposes of this section, “effective conversion premium” means the amount, expressed as a percentage of the security’s conversion value, by which the price at
issuance of a convertible security exceeds its conversion value.
(7)
For purposes of this section, “effective exercise premium” means the amount, expressed as a percentage of the warrant’s exercise value, by which the sum of the
price at issuance and the exercise price of a warrant exceeds its exercise value.
ANNEX C
“Qualified investors” means persons or entities that are described in points (1)
to (4) of Section I of Annex II to Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments
and amending Directive 2002/92/EC and Directive 2011/61/EU (“MiFID II”), and
persons or entities who are, on request, treated as professional clients in
accordance with Annex II to 2014/65/EU, or recognised as eligible counterparties
in accordance with Article 30 of 2014/65/EU unless they have entered into an
agreement to be treated as non-professional clients in accordance with the
fourth paragraph of Section I of that Annex II. Investment firms and credit
institutions shall communicate their classification on request to the issuer
without prejudice to the relevant legislation on data protection.
“Retail client” means a client who is not a professional client; and
“Professional client” means a client meeting the criteria laid down in Annex II
to MiFID II, as set forth below.
ANNEX II TO MiFID II
PROFESSIONAL CLIENTS FOR THE PURPOSE OF THIS DIRECTIVE
Professional client is a client who possesses the experience, knowledge and
expertise to make its own investment decisions and properly assess the risks
that it incurs. In order to be considered a professional client, the client must
comply with the following criteria:
I. CATEGORIES OF CLIENTS WHO ARE CONSIDERED TO BE
PROFESSIONALS
The following shall all be regarded as professionals in all investment services
and activities and financial instruments for the purposes of the Directive.
(1)
Entities which are required to be authorised or
regulated to operate in the financial markets. The list below shall be
understood as including all authorised entities carrying out the characteristic
activities of the entities mentioned: entities authorised by a Member State
under a Directive, entities authorised or regulated by a Member State without
reference to a Directive, and entities authorised or regulated by a third
country:
(a)
Credit institutions;
(b)
Investment firms;
(c)
Other authorised or regulated financial institutions;
(d)
Insurance companies;
(e)
Collective investment schemes and management companies
of such schemes;
(f)
Pension funds and management companies of such funds;
(g)
Commodity and commodity derivatives dealers;
(h)
Locals;
(i)
Other institutional investors;
(2)
Large undertakings meeting two of the following size
requirements on a company basis:
balance sheet
total: EUR 20 000 000
net turnover:
EUR 40 000 000
own funds: EUR
2 000 000
(3)
National and regional governments, including public
bodies that manage public debt at national or regional level, Central Banks,
international and supranational institutions such as the World Bank, the IMF,
the ECB, the EIB and other similar international organisations.
(4)
Other institutional investors whose main activity is to
invest in financial instruments, including entities dedicated to the
securitisation of assets or other financing transactions.
The entities referred to above are considered to be professionals. They must
however be allowed to request non-professional treatment and investment firms
may agree to provide a higher level of protection. Where the client of an
investment firm is an undertaking referred to above, the investment firm must
inform it prior to any provision of services that, on the basis of the
information available to the investment firm, the client is deemed to be a
professional client, and will be treated as such unless the investment firm and
the client agree otherwise. The investment firm must also inform the customer
that he can request a variation of the terms of the agreement in order to secure
a higher degree of protection.
It is the responsibility of the client, considered to be a professional client,
to ask for a higher level of protection when it deems it is unable to properly
assess or manage the risks involved.
This higher level of protection will be provided when a client who is considered
to be a professional enters into a written agreement with the investment firm to
the effect that it shall not be treated as a professional for the purposes of
the applicable conduct of business regime. Such agreement shall specify whether
this applies to one or more particular services or transactions, or to one or
more types of product or transaction.
II. CLIENTS WHO MAY BE TREATED AS PROFESSIONALS ON
REQUEST
II.1.
Identification criteria
Clients other than those mentioned in section I, including public sector bodies,
local public authorities, municipalities and private individual investors, may
also be allowed to waive some of the protections afforded by the conduct of
business rules.
Investment firms shall therefore be allowed to treat any of those clients as
professionals provided the relevant criteria and procedure mentioned below are
fulfilled. Those clients shall not, however, be presumed to possess market
knowledge and experience comparable to that of the categories listed in Section
I.
Any such waiver of the protection afforded by the standard conduct of business
regime shall be considered to be valid only if an adequate assessment of the
expertise, experience and knowledge of the client, undertaken by the investment
firm, gives reasonable assurance, in light of the nature of the transactions or
services envisaged, that the client is capable of making investment decisions
and understanding the risks involved.
The fitness test applied to managers and directors of entities licensed under
Directives in the financial field could be regarded as an example of the
assessment of expertise and knowledge. In the case of small entities, the person
subject to that assessment shall be the person authorised to carry out
transactions on behalf of the entity.
In the course of that assessment, as a minimum, two of the following criteria
shall be satisfied:
the client has carried out transactions, in significant size, on the relevant
market at an average frequency of 10 per quarter over the previous four
quarters,
the size of the client’s financial instrument portfolio, defined as including
cash deposits and financial instruments exceeds EUR 500 000,
the client works or has worked in the financial sector for at least one year in
a professional position, which requires knowledge of the transactions or
services envisaged.
Member States may adopt specific criteria for the assessment of the expertise
and knowledge of municipalities and local public authorities requesting to be
treated as professional clients. Those criteria can be alternative or additional
to those listed in the fifth paragraph.
II.2.
Procedure
Those clients may waive the benefit of the detailed rules of conduct only where
the following procedure is followed:
they must state in writing to the investment firm that they wish to be treated
as a professional client, either generally or in respect of a particular
investment service or transaction, or type of transaction or product,
the investment firm must give them a clear written warning of the protections
and investor compensation rights they may lose,
they must state in writing, in a separate document from the contract, that they
are aware of the consequences of losing such protections.
Before deciding to accept any request for waiver, investment firms must be
required to take all reasonable steps to ensure that the client requesting to be
treated as a professional client meets the relevant requirements stated in
Section II.1.
However, if clients have already been categorised as professionals under
parameters and procedures similar to those referred to above, it is not intended
that their relationships with investment firms shall be affected by any new
rules adopted pursuant to this Annex.
Firms must implement appropriate written internal policies and procedures to
categorise clients. Professional clients are responsible for keeping the
investment firm informed about any change, which could affect their current
categorisation. Should the investment firm become aware however that the client
no longer fulfils the initial conditions, which made him eligible for a
professional treatment, the investment firm shall take appropriate action.
ANNEX E
CANADIAN ACCREDITED INVESTOR
AND PERMITTED CLIENT DEFINITIONS
Accredited Investor
For the purposes of Canadian securities laws, “accredited investor” means:
(a)
a Canadian financial
institution, or a Schedule III bank,
(b)
the Business
Development Bank of Canada incorporated under the Business Development Bank of
Canada Act (Canada),
(c)
a subsidiary
of any person referred to in paragraphs (a) or (b), if the person owns all of
the voting securities of the subsidiary, except the voting securities required
by law to be owned by directors of that subsidiary,
(d)
a person
registered under the securities legislation of a jurisdiction of Canada as an
adviser or dealer,
(e)
an individual
registered under the securities legislation of a jurisdiction of Canada as a
representative of a person referred to in paragraph (d),
(e.1) an individual formerly registered under the securities legislation of a
jurisdiction of Canada, other than an individual formerly registered solely as a
representative of a limited market dealer under one or both of the Securities
Act (Ontario) or the Securities Act (Newfoundland and Labrador),
(f)
the Government of Canada or
a jurisdiction of Canada, or any crown corporation, agency or wholly owned
entity of the Government of Canada or a jurisdiction of Canada,
(g)
a municipality, public
board or commission in Canada and a metropolitan community, school board, the
Comite de gestion de la taxe scolaire de l’lle de Montreal or an intermunicipal
management board in Quebec,
(h)
any national, federal,
state, provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government,
(i)
a pension fund that is
regulated by the Office of the Superintendent of Financial Institutions
(Canada), a pension commission or similar regulatory authority of a jurisdiction
of Canada,
(j)
an individual who, either
alone or with a spouse, beneficially owns financial assets having an aggregate
realizable value that, before taxes, but net of any related liabilities, exceeds
CAD$1,000,000,
(j.1) an individual who beneficially owns financial assets having an aggregate
realizable value that, before taxes but net of any related liabilities, exceeds
CAD$5,000,000,
(k)
an individual whose net
income before taxes exceeded CAD$200,000 in each of the 2 most recent calendar
years or whose net income before taxes combined with that of a spouse exceeded
CAD$300,000 in each of the 2 most recent calendar years and who, in either case,
reasonably expects to exceed that net income level in the current calendar year,
(l)
an individual who, either
alone or with a spouse, has net assets of at least CAD$5,000,000,
(m)
a person, other than an
individual or investment fund, that has net assets of at least CAD$5,000,000 as
shown on its most recently prepared financial statements,
(n)
an investment fund that
distributes or has distributed its securities only to
(i)
a person that is or was an
accredited investor at the time of the distribution,
(ii)
a person that acquires or acquired
securities in the circumstances referred to in sections 2.10 [Minimum amount
investment], or 2.19 [Additional investment in investment funds], or
(iii)
a person described in paragraph
(i) or (ii) that acquires or acquired securities under section 2.18 [Investment
fund reinvestment],
(o)
an investment fund that
distributes or has distributed securities under a prospectus in a jurisdiction
of Canada for which the regulator or, in Quebec, the securities regulatory
authority, has issued a receipt,
(p)
a trust company
or trust corporation registered or authorized to carry on business under the
Trust and Loan Companies Act (Canada) or under comparable legislation in a
jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully
managed account managed by the trust company or trust corporation, as the case
may be,
(q)
a person acting
on behalf of a fully managed account managed by that person, if that person is
registered or authorized to carry on business as an adviser or the equivalent
under the securities legislation of a jurisdiction of Canada or a foreign
jurisdiction,
(r)
a registered
charity under the Income Tax Act (Canada) that, in regard to the trade, has
obtained advice from an eligibility adviser or an adviser registered under the
securities legislation of the jurisdiction of the registered charity to give
advice on the securities being traded,
(s)
an entity organized in a
foreign jurisdiction that is analogous to any of the entities referred to in
paragraphs (a) to (d) or paragraph (i) in form and function,
(t)
a person in
respect of which all of the owners of interests, direct, indirect or beneficial,
except the voting securities required by law to be owned by directors, are
persons that are accredited investors,
(u)
an investment fund that is
advised by a person registered as an adviser or a person that is exempt from
registration as an adviser,
(v)
a person that is recognized
or designated by the securities regulatory authority or, except in Ontario and
Quebec, the regulator as an accredited investor; and
(w)
a trust established by an
accredited investor for the benefit of the accredited investor’s family members
of which a majority of the trustees are accredited investors and all of the
beneficiaries are the accredited investor’s spouse, a former spouse of the
accredited investor or a parent, grandparent, brother, sister, child or
grandchild of that accredited investor, of that accredited investor’s spouse or
of that accredited investor’s former spouse.
Permitted Client
Under NI 31-103, “permitted client” means any of:
(a)
a Canadian financial
institution or a Schedule III bank;
(b)
the Business Development
Bank of Canada incorporated under the Business Development Bank of Canada Act
(Canada);
(c)
a subsidiary of any person
or company referred to in paragraph (a) or (b), if the person or company owns
all of the voting securities of the subsidiary, except the voting securities
required by law to be owned by directors of the subsidiary;
(d)
a person or company
registered under the securities legislation of a jurisdiction of Canada as an
adviser, investment dealer, mutual fund dealer or exempt market dealer;
(e)
a pension fund that is
regulated by either the federal Office of the Superintendent of Financial
Institutions or a pension commission or similar regulatory authority of a
jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
(f)
an entity organized in a
foreign jurisdiction that is analogous to any of the entities referred to in
paragraphs (a) to (e);
(g)
the Government of Canada or
a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned
entity of the Government of Canada or a jurisdiction of Canada;
(h)
any national, federal,
state, provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government;
(i)
a municipality, public
board or commission in Canada and a metropolitan community, school board, the
Comite de gestion de la taxe scolaire de l’lle de Montreal or an intermunicipal
management board in Quebec;
(j)
a trust company or trust
corporation registered or authorized to carry on business under the Trust and
Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of
Canada or a foreign jurisdiction, acting on behalf of a managed account managed
by the trust company or trust corporation, as the case may be;
(k)
a person or company acting
on behalf of a managed account managed by the person or company, if the person
or company is registered or authorized to carry on business as an adviser or the
equivalent under the securities legislation of a jurisdiction of Canada or a
foreign jurisdiction;
(l)
an investment fund if one
or both of the following apply:
(i)
the fund is managed by a person or
company registered as an investment fund manager under the securities
legislation of a jurisdiction of Canada;
(ii)
the fund is advised by a person or
company authorized to act as an adviser under the securities legislation of a
jurisdiction of Canada;
(m)
in respect of a dealer, a
registered charity under the Income Tax Act (Canada) that obtains advice on the
securities to be traded from an eligibility adviser, as defined in section 1.1
of National Instrument 45-106—Prospectus Exemptions, or an adviser registered
under the securities legislation of the jurisdiction of the registered charity;
(n)
in respect of an adviser, a
registered charity under the Income Tax Act (Canada) that is advised by an
eligibility adviser, as defined in section 1.1 of National Instrument
45-106—Prospectus Exemptions or an adviser registered under the securities
legislation of the jurisdiction of the registered charity;
(o)
an individual who
beneficially owns financial assets, as defined in section 1.1 of National
Instrument 45-106—Prospectus Exemptions, having an aggregate realizable value
that, before taxes but net of any related liabilities, exceeds CAD$5 million;
(p)
a person or company that is
entirely owned by an individual or individuals referred to in paragraph (o), who
holds the beneficial ownership interest in the person or company directly or
through a trust, the trustee of which is a trust company or trust corporation
registered or authorized to carry on business under the Trust and Loan Companies
Act (Canada) or under comparable legislation in a jurisdiction of Canada or a
foreign jurisdiction;
(q)
a person or company, other
than an individual or an investment fund, that has net assets of at least CAD$25
million as shown on its most recently prepared financial statements;
(r)
a person or company that
distributes securities of its own issue in Canada only to persons or companies referred to in
paragraphs (a) to (q);
Where:
“bank” means a bank named in Schedule I or
II of the Bank Act (Canada);
“Canadian financial institution” means:
(a)
an association governed by
the Cooperative Credit Associations Act (Canada) or a central cooperative credit
society for which an order has been made under section 473(1) of that Act; or
(b)
a bank, loan corporation,
trust company, trust corporation, insurance company, treasury branch, credit
union, caisse populaire, financial services cooperative, or league that, in each
case, is authorized by an enactment of Canada or a jurisdiction of Canada to
carry on business in Canada or a jurisdiction of Canada;
“director” means (a) a member of the board of
directors of a company or an individual who performs similar functions for a
company, and (b) with respect to a person that is not a company, an individual
who performs functions similar to those of a director of a company;
“eligibility adviser” means:
(a)
a person that is registered
as an investment dealer and authorized to give advice with respect to the type
of security being distributed; and
(b)
in Saskatchewan or
Manitoba, also means a lawyer who is a practicing member in good standing with a
law society of a jurisdiction of Canada or a public accountant who is a member
in good standing of an institute or association of chartered accountants,
certified general accountants or certified management accountants in a
jurisdiction of Canada provided that the lawyer or public accountant must not:
(i)
have a professional, business or
personal relationship with the issuer, or any of its directors, executive
officers, founders, or control persons; and
(ii)
have acted for or been retained
personally or otherwise as an employee, executive officer, director, associate
or partner of a person that has acted for or been retained by the issuer or any
of its directors, executive officers, founders or control persons within the
previous 12 months;
“financial assets” means:
(a)
cash;
(b)
securities; or
(c)
a contract of
insurance, a deposit or an evidence of a deposit that is not a security for the
purposes of securities legislation;
“foreign jurisdiction” means a country other than Canada or
a political subdivision of a country other than Canada;
“fully managed account” means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client’s express
consent to a transaction;
“investment fund” has the same meaning as in National
Instrument 81-106—Investment Fund Continuous
Disclosure;
“jurisdiction” means a province or territory of
Canada except when used in the term “foreign jurisdiction”;
“local jurisdiction” means, in a national instrument
adopted or made by a Canadian Securities regulatory authority, the jurisdiction
in which the Canadian securities regulatory is situated;
“person” includes (a) an individual, (b) a
corporation, (c) a partnership, trust, fund and an association, syndicate,
organization or other organized group of persons, whether incorporated or not,
and (d) an individual or other person in that person’s capacity as a trustee,
executor, administrator or personal or other legal representative;
“regulator” means, for the local jurisdiction,
the person referred to in Appendix D of National Instrument 14-101—Definitions;
“related liabilities” means:
(a)
liabilities incurred or
assumed for the purpose of financing the acquisition or ownership of financial
assets; or
(b)
liabilities that are
secured by financial assets;
“Schedule III bank” means an authorized foreign bank
named in Schedule III of the Bank Act (Canada);
“securities legislation” means, for the local jurisdiction,
the statute and other instruments listed in Appendix B of National Instrument
14-101—Definitions;
“securities regulatory authority” means, for the local jurisdiction,
the securities commission or similar regulatory authority listed in Appendix C
of National Instrument 14-101—Definitions;
“spouse” means, an individual who:
(a)
is married to another
individual and is not living separate and apart within the meaning of the
Divorce Act (Canada), from the other individual;
(b)
is living with another
individual in a marriage-like relationship, including a marriage-like
relationship between individuals of the same gender; or
(c)
in Alberta, is an
individual referred to in paragraph (a) or (b), or is an adult interdependent
partner within the meaning of the Adult Interdependent Relationships Act
(Alberta);
“subsidiary” means an issuer that is controlled
directly or indirectly by another issuer and includes a subsidiary of that
subsidiary; and
“voting security” means a security of an issuer that
is not a debt security carrying a voting right either under all circumstances or
under some circumstances that have occurred and are continuing.
An issuer is considered to be affiliated with another issuer if:
(a)
one of them is the
subsidiary of the other; or
(b)
each of them is controlled
by the same person.
A person is considered to beneficially own securities that:
(a)
for the purposes of
Saskatchewan, British Columbia, Nova Scotia, Newfoundland and Labrador, and
Prince Edward Island securities law, are beneficially owned by:
(i)
an entity controlled by that
person; or
(ii)
an affiliate of that person or an
affiliate of an entity controlled by that person.
(b)
for the purposes of Alberta
securities law, are beneficially owned by:
(i)
a company controlled by that
person or an affiliate of that company;
(ii)
an affiliate of that person; or
(iii)
through a trustee, legal
representative, agent or other intermediary of that person.
(c)
for the purposes of
Ontario, Manitoba and New Brunswick securities law, are beneficially owned by
(i)
an entity controlled by the person
or by an affiliate of such entity; or
(ii)
an affiliate of that person;
A person (first person) is considered to control another person (second person)
if:
(a)
the first person, directly
or indirectly, beneficially owns or exercises control or direction over
securities of the second person carrying votes which, if exercised, would
entitle the first person to elect a majority of the directors of the second
person, unless that first person holds the voting securities only to secure an
obligation;
(b)
the second person is a
partnership, other than a limited partnership, and the first person holds more
than 50% of the interests of the partnership; or
(c)
the second person is a
limited partnership and the general partner of the limited partnership is the
first person.